Newpath Resources Inc. — Regulatory Filings 2023

Dec 8, 2023

Form 51-102F3 Material Change Report

Item 1 Name and Address of Company

Newpath Resources Inc. (formerly, Ready Set Gold Corp.) (the "Company") 220-333 Terminal Avenue, Vancouver, BC,V6A 4C1

Item 2 Date of Material Change

December 6, 2023

Item 3 News Release

The news release was disseminated by Newsfile, filed on SEDAR and posted to the Company's disclosure hall with the CSE on December 6, 2023.

Item 4 Summary of Material Change

Newpath Resources Inc. announced that it had completed the acquisition of a 100% interest to 973 unpatented mineral claims over approximately 206 square kilometers in northwestern Ontario.

Item 5 Full Description of Material Change

Item 5.1 Full Description of Material Change

The Company announced that it had satisfied the requirements to acquire a 100% interest to 973 unpatented mineral claims over approximately 206 square kilometers in northwestern Ontario (the "Property") pursuant to an option agreement dated December 7, 2022 (the "Agreement") between the Company and arm's length parties (the "Optionor").

Summary of the Transaction

Pursuant to the terms and conditions of the Agreement, the Company acquired the 100% interest in the Property in consideration for an aggregate of 1,500,000 common shares in the capital of the Company (the "Shares") registered in the name of the Optionor and the payment of all staking costs related to the acquisition of the Property. Pursuant to the Agreement, the Company issued 500,000 Shares to the Optionor on December 7, 2022 and the remaining 1,000,000 Shares on December 4, 2023.

All Shares issued in connection with the Agreement are subject to a four month hold period under applicable Canadian securities laws.

The Property is also subject to a Royalty Agreement pursuant to which the Optionor will retain a 2% net smelter returns royalty (the "Royalty"), of which 25% may be purchased by the Company for $500,000 up until the fifth (5th) signing anniversary of the Agreement. The remaining 75% of the Royalty may be purchased by the Company for $2,500,000 until the tenth (10th) signing anniversary of the Agreement. Additionally, the Company has agreed to make the following advanced royalty payments to the Optionor, starting on the sixth (6th) signing anniversary of the Agreement:

• $20,000 per year between the sixth (6th) and tenth (10th) signing anniversaries;
• $40,000 per year, between the eleventh (11th) and twelfth (12th) signing anniversaries; and

• $500,000 as a one-time payment on the twenty first (21st) signing anniversary.

These payments will be deducted from any Royalty payments.

Item 5.2	Disclosure for Restructuring TransactionsNot applicable.
Item 6	Reliance on subsection 7.1(2) of National Instrument 51-102Not applicable.
Item 7	Omitted InformationNot applicable.
Item 8	Executive OfficerAlexander McAulay, Chief Executive OfficerTelephone: 604-365-0425
Item 9	Date of ReportDecember 7,2023